Official Comments
 Article #  


This Section does not apply to transfers of obligations made under the special rules governing transfers of obligations in the course of transferring a business.

Official Comment
 The Articles contained in this Section do not apply to transfers of obligations made in the course of transferring a business under any special rules governing such transfers, as may happen in the case of the merger of companies. The applicable law often provides for mechanisms that cause all rights and obligations to be transferred under certain conditions in their entirety by operation of law.
Article 9.2.2 does not prevent this Section from applying when certain obligations pertaining to the transferred business are transferred individually.


1. Company A is transferred to company B. If the otherwise applicable law provides that all obligations pertaining to the former company are automatically transferred to the latter, the Principles do not apply.

2. The facts are the same as in Illustration 1, but B has reasons to prefer not to become the obligor of company X, one of A’s suppliers. A can transfer the obligations concerned to company C, with the consent of X. This particular transfer is subject to the Principles.